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Proxy Circular) Providing for the Adoption of a Non-Binding Advisory Vote on Executive Compensation; 5

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Proxy Circular) Providing for the Adoption of a Non-Binding Advisory Vote on Executive Compensation; 5 SNC-LAVALIN GROUP INC. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the shareholders of SNC-Lavalin Group Inc. (the “Corporation”): NOTICE IS HEREBY GIVEN THAT the annual meeting of the shareholders (the “Meeting”) of the Corporation will be held in the Mont-Royal Room, at the Hilton Montreal Bonaventure Hotel, located at 900 De La Gauchetière West, Montreal, (Quebec) Canada H5A 1E4, on Thursday, May 5th, 2011, commencing at 11:00 a.m., Eastern Daylight Time, for the following purposes: 1. to receive and consider the report of the directors of the Corporation (the “Directors”) to the shareholders, the consolidated financial statements of the Corporation for the year ended December 31st, 2010 and the auditor’s report thereon; 2. to elect the Directors for the ensuing year; 3. to appoint the auditor for the ensuing year; 4. to consider and, if deemed appropriate, to adopt a resolution (the full text of which is reproduced in Schedule “C” to the accompanying Management Proxy Circular) providing for the adoption of a non-binding advisory vote on executive compensation; 5. to consider and, if deemed appropriate, to adopt a resolution (the full text of which is reproduced in Schedule “D” to the accompanying Management Proxy Circular) reconfirming and approving the Amended and Restated Shareholder Rights Plan Agreement; 6. to consider and, if deemed appropriate, to adopt a resolution (the full text of which is reproduced in Schedule “E” to the accompanying Management Proxy Circular) approving the adoption of the 2011 Stock Option Plan in favour of key employees of the Corporation and its subsidiaries and other corporations in which the Corporation has an equity interest; and 7. to transact such other business as may properly be brought before the Meeting or any adjournment thereof. Registration of shareholders will begin at 10:30 a.m. We would appreciate your early arrival and registration so that the Meeting may start promptly at 11:00 a.m. Montreal, Quebec, March 7th, 2011 BY ORDER OF THE BOARD OF DIRECTORS YVES LAVERDIÈRE (signed) Vice-President and Corporate Secretary SHAREHOLDERS MAY EXERCISE THEIR RIGHTS BYATTENDING THE MEETING OR BY COMPLETING A FORM OF PROXY. SHOULD YOU BE UNABLE TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT IN THE ENVELOPE PROVIDED FOR THAT PURPOSE. PROXIES MUST BE RECEIVED BY THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION (COMPUTERSHARE INVESTOR SERVICES INC., 100 UNIVERSITY AVENUE, 9th FLOOR, NORTH TOWER, TORONTO, ONTARIO, CANADA M5J 2Y1) NO LATER THAN 5:00 P.M. (EASTERN DAYLIGHT TIME) ON TUESDAY MAY 3rd, 2011. YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS AS INDICATED ON THE FORM OF PROXY, OR FAILING INSTRUCTIONS, IN THE MANNER SET FORTH IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR. TABLE OF CONTENTS Page Page NOTICE OF ANNUAL MEETING 3.3.5.2 Levels of Authority — OF SHAREHOLDERS . 1 Bids/Proposals ........... .... 37 INVITATION TO SHAREHOLDERS . 5 3.3.5.3 Composition — SECTION 1: Voting Information ......... ....... 6 Investments/Acquisitions and Divestitures.............. .... 38 1.1 General . 6 3.3.5.4 Levels of Authority — 1.1.1 Who can vote? ............. ....... 6 Investments/Acquisitions and 1.1.2 What will I be voting on? ............ 6 Divestitures.............. .... 38 1.1.3 How will these matters be decided at 3.3.5.5 Composition — Expanded BIAC ... 39 the Meeting? .............. ....... 6 1.1.4 How do I vote?............. ....... 6 3.3.6 Changes to the Board’s and the Board Committees’ Composition ............. 39 1.1.5 Who can I call with questions?.......... 6 3.4 Board Role and Mandate . 40 1.2 Registered Shareholder Voting . 7 1.2.1 Voting by proxy ............ ....... 7 3.4.1 General Obligations ............. .... 40 1.2.2 How can I vote my Common Shares 3.4.2 Board Organization, Selection by Proxy? ................ ....... 7 and Retention .......... ........ .... 41 1.2.3 What is the deadline for receiving the form 3.4.3 Strategic Oversight .............. .... 41 of proxy? ........... ...... ....... 7 3.4.4 Risk Evaluation ................ .... 42 1.2.4 How will my Common Shares be voted if 3.4.5 Monitoring............ ........ .... 42 I give my proxy? .............. ..... 7 3.4.6 Policies and Procedures........... .... 43 1.2.5 If I change my mind, how can I revoke my 3.4.7 Disclosure to Shareholders and Others .... 43 proxy? ............. ...... ....... 8 3.4.8 Financial Matters and Internal Controls ... 43 1.2.6 Voting in Person .............. ..... 8 3.5 Position Descriptions . 44 1.3 Non-Registered Shareholder Voting . 8 3.5.1 Mandate of the Chairman of the Board .... 44 1.3.1 Giving your Voting Instructions ........ 8 3.5.2 Mandate of the Chairmen of the Board 1.3.2 Voting in Person .............. ..... 8 Committees ........... ........ .... 44 SECTION 2: Business of the 2011 Annual Meeting of 3.5.3 Mandate of the President and Chief Shareholders ............... ..... 9 Executive Officer ............... .... 44 2.1 Election of Directors . 10 3.6 Conflict of Interest . 44 2.2 Appointment of Auditor. 10 3.7 Majority Voting . 45 2.2.1 Auditor’s Fees ............... ..... 11 3.8 Interlocking Outside Boards . 45 2.2.2 Information about the Audit Committee .... 11 3.9 Director Attendance . 45 2.3 Approval of a Non-Binding Advisory Vote on 3.10 Director Availability . 47 Executive Compensation . 11 3.11 In Camera Sessions . 48 2.4 Reconfirmation and Approval of the Amended and 3.12 Ethical Business Conduct . 49 Restated Shareholder Rights Plan Agreement . 11 3.12.1 Code of Ethics and Business Conduct .... 49 2.5 Approval of the 2011 Stock Option Plan . 15 2.6 Shareholder Proposals . 18 3.12.2 Whistleblowing Policy ............ .... 49 3.12.2.1 Protection of Reports and SECTION 3: Information Concerning the Board of Confidentiality ........... .... 49 Directors and the Nominees for Election 3.12.2.2 Reporting .............. .... 50 as Directors ................. ..... 19 3.12.3 Integrity in Assessment Tools ........... 50 3.1 Board Nominees: Background Summary 3.12.4 Integrity in Governance Documentation.... 50 Information . 20 3.2 Director Independence . 33 3.13 Board Diversity . 50 3.3 Board Organization, Structure and Composition . 34 3.13.1 Gender Representation Among Nominees ... 51 3.3.1 Organization ................ ..... 34 3.13.2 Geographical Representation Among 3.3.2 Structure ........... ........ ..... 35 Nominees ............. ........ .... 51 3.3.3 Composition ................. ..... 36 3.14 Shareholder Engagement . 51 3.3.4 Board Committees’ Composition ........ 36 3.14.1 Continuous Disclosure Documents ........ 51 3.3.5 Bid and Investment Approval Committee 3.14.2 Annual Meeting ......... ........ .... 52 (“BIAC”) and Expanded BIAC ......... 37 3.14.3 Say on Pay Policy ............... .... 52 3.3.5.1 Composition — Bids/Proposals .... 37 3.14.4 Further Engagement Initiatives .......... 52 2 Page Page SECTION 4: Directors’ Compensation Discussion and 7.2.3 Year in Review ......... ........ .... 83 Analysis ........... ...... ....... 53 7.2.4 Audit and Related Experience and Financial 4.1 Philosophy and Objectives of Directors’ Literacy of Audit Committee Members ..... 85 Compensation . 54 7.3 Report of the Governance Committee . 86 4.2 Directors’ Compensation Policy . 54 7.3.1 Mandate ............. ........ .... 86 4.3 Directors’ Compensation Program . 54 7.3.2 Key Matters Addressed ........... .... 86 4.4 Directors’ Compensation Review and 7.3.3 Year in Review ......... ........ .... 86 Approval Process . 54 7.3.4 Governance and Related Experience 4.5 Directors’ Compensation Advice. 55 and Knowledge......... ........ .... 88 4.6 Directors’ Comparator Group . 55 7.4 Report of the Health, Safety and Environment 4.7 Annual Retainer and Attendance Fees . 56 Committee . 89 4.8 At Risk Compensation: Deferred Share Unit Plan . 57 7.4.1 Mandate ............. ........ .... 89 4.8.1 Award ............. ...... ....... 57 7.4.2 Key Matters Addressed ........... .... 89 4.8.2 Lump Sum ................ ....... 57 7.4.3 Year in Review ......... ........ .... 90 4.8.3 Non-employee Director Form of Allocation 7.4.4 Recognition — Awards ........... .... 90 of the Annual Retainer (Award, Chairman 7.4.5 Health, Safety and Environmental Related Award and Lump Sum) .............. 58 Experience and Knowledge ............ 90 4.8.4 Dividends Credited in DSUs........... 58 7.5 Report of the Human Resources Committee . 91 4.8.5 Redemption of DSUs ......... ....... 58 7.5.1 Mandate ............. ........ .... 91 4.9 Directors’ Share Ownership Requirements . 58 7.5.2 Key Matters Addressed ........... .... 91 4.10 Prohibition on Hedging and Trading in Derivatives 7.5.3 Year in Review ......... ........ .... 91 by Directors . 59 7.5.4 Human Resources and Compensation SECTION 5: Director Compensation Disclosure ...... 60 Experience and Knowledge ............ 92 5.1 Annual Retainer and Attendance Fees Earned. 61 SECTION 8: Executive Compensation Discussion and 5.2 Directors’ Current Share Ownership and Analysis (“CD&A”) ............. .... 94 DSUs Credited . 62 LETTER TO SHAREHOLDERS. 95 5.2.1 Current Share Ownership ............ 62 8.1 Executive Compensation . 97 5.2.2 DSUs Credited ............. ....... 64 8.1.1 Executive Compensation Policy ......... 97 5.3 Total Directors’ Compensation Summary . 64 8.1.2 Alignment of Executive Compensation 5.4 Total Directors’ Compensation Detailed Review . 66 and Risk ............. ........ .... 98 SECTION 6: Director Selection, Assessment, 8.1.3 Executive Compensation Positioning
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